Assumed Liabilities. The Company agrees to assume and be responsible for all liabilities and obligations arising on or after the date hereof associated with the Company’s use, ownership or operation of the TFF Assets (the “Assumed Liabilities”).
Assumed Liabilities. Subject to the terms and conditions set forth herein, Purchaser shall assume and agree to pay, perform and discharge when due the following liabilities and obligations of [[Organization A:Organization]] arising out of or relating to the Business or the Purchased Assets (collectively, the “Assumed Liabilities”):
Assumed Liabilities. Upon and subject to the terms, conditions, representations and warranties of the Seller contained herein, and subject to [Section 1.3(a)], the Purchaser hereby assumes # any and all Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets on or after the Closing, # all Taxes with regard to the Business or the Purchased Assets other than Excluded Taxes, # the Purchaser Severance Liabilities, # all Liabilities and obligations in respect of the Transferred Employees, including all wages, salaries and other compensation and employee benefits (including any termination pay, severance pay, notice pay (contractual, statutory and/or common law), insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of any Transactional Agreement), retirement and any other benefits, premiums, claims and related costs) to the extent relating to or arising out of their employment with the Purchaser or any Purchaser Affiliate on or after the Closing, # all Liabilities in connection with the Leases to the extent relating to or arising during the period on or after the Closing and # the following Liabilities relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing: # Liabilities under the Seller Contracts, # Liabilities associated with outstanding service and warranty commitments in connection with the sale of Products in the Ordinary Course of Business and # Liabilities associated with factory guarantees or warranty commitments pursuant to the sale of Products in the Ordinary Course of Business (Liabilities assumed under [clauses (i) through (v) of this Section 1.3(b)] (collectively, the “Assumed Liabilities”)).
On the terms and subject to the conditions of this Agreement, on the Closing Date, the Buyer shall, effective at the time of the Closing, assume and agree to discharge and perform when due all Liabilities of the Seller relating to the Acquired Assets (collectively, the “Assumed Liabilities”).
Assumption of Assumed Liabilities. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Buyer hereby assumes, accepts and agrees to discharge or perform when due in accordance with their respective terms and subject to the respective conditions thereof, the Liabilities under the Assumed Contracts and all other Assumed Liabilities.
Liabilities. Except as included in the SEC reports of the Company, the Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise).
Liabilities. The Company has existing liabilities in the amount of $2,500,000. Company has agreed to seek third party funding in an amount no less than $1.2 million in aggregate to reduce this liability, and has agreed that all known liabilities will be extinguished prior to July 30, 2018.
all liabilities arising prior to the Closing Date that are not Assumed Liabilities.
the Assumed Trade Creditor Liabilities;
Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of $1,000 in the aggregate, except for liabilities incurred prior to the date of this Agreement in the Ordinary Course of Business;
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